SEC Rules on Say-on-Pay and Golden Parachutes

On January 25, the SEC adopted rules on shareholder approval of executive compensation and golden parachute compensation as required under the Dodd-Frank Act. Under the new rules, companies must hold say-on-pay votes at least once every three years beginning with the first shareholders’ meeting on or after January 21, and “frequency” votes at least once every six years to decide how often say-on-pay votes will occur. Reporting companies with a float of less than $75 million are exempt from the rules requiring say-on-pay and frequency votes until January 21, 2013. The rules also require companies to provide additional disclosure regarding golden parachute compensation arrangements in connection with mergers. SEC Release. SEC Rule.